SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BENTLEY SYSTEMS INC

(Last)

(First)

(Middle)

685 STOCKTON DRIVE

(Street)

EXTON

19341-0678

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2005

3. Issuer Name and Ticker or Trading Symbol
NETGURU INC [ NGRU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	0⁽¹⁾⁽²⁾	I	No securities are beneficially owned⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	08/26/2005	04/16/2006	Common Stock, $0.01 par value	60,000	$1.38	I	No options are beneficially owned⁽¹⁾⁽²⁾
Stock Options (right to buy)	08/26/2005	09/04/2006	Common Stock, $0.01 par value	10,000	$1.38	I	No options are beneficially owned⁽¹⁾⁽²⁾
Stock Options (right to buy)	08/26/2005	02/06/2007	Common Stock, $0.01 par value	10,000	$1.38	I	No options are beneficially owned⁽¹⁾⁽²⁾
Stock Options (right to buy)	08/26/2005	05/01/2007	Common Stock, $0.01 par value	30,000	$1.65	I	No options are beneficially owned⁽¹⁾⁽²⁾
Stock Options (right to buy)	08/26/2005	12/07/2008	Common Stock, $0.01 par value	60,000	$1.65	I	No options are beneficially owned⁽¹⁾⁽²⁾
Stock Options (right to buy)	08/26/2005	12/07/2010	Common Stock, $0.01 par value	30,000	$3.38	I	No options are beneficially owned⁽¹⁾⁽²⁾

Explanation of Responses:

1. Bentley Systems, Incorporated (the "Reporting Person") is filing this statement solely because, as a result of that certain Voting Agreement dated as of August 19, 2005 by and between Peter R. Kellogg and the Reporting Person and that certain Voting Agreement dated as of August 19, 2005 by and between Santanu Das and the Reporting Person (collectively, the "Voting Agreements"), the Reporting Person may be deemed a beneficial owner pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of 6,586,700 shares of Common Stock, $0.01 par value of netguru, Inc. (including 200,000 shares issuable upon the exercise of options held by Santanu Das) that are subject to the Voting Agreements (collectively, the "Shares").

2. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Shares for purposes of Section 16 of the Act or for any other purpose. The Reporting Person has no pecuniary interest in the Shares. The Reporting Person, pursuant to Rule 16a-1(a)(4) promulgated under the Act, hereby expressly disclaims that it is the beneficial owner of the Shares.

	David G. Nation, Senior Vice President, for Bentley Systems, Incorporated	08/26/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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